IA&B Leadership Code of Conduct
The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members. Accordingly,
Board members must represent loyalty to the interests of the membership and the association. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. It also supersedes the personal interest of any board member acting as a consumer of the organization's services.
Board members must avoid conflict of interest with respect to their fiduciary responsibility.
There must be no self-dealing or any conduct of private business or personal services between any board member and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information.
When the board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall recuse himself or herself from not only the vote but also from the deliberation. In such case, the person shall disclose the nature of the conflict.
Members must not abuse their position by using this organization's staff, services, equipment, materials or property for their personal gain; and members are not to accept gifts or gratuities or any other item of value from any outside person organization as an inducement to do business or provide services to the organization.
Board members must not use their positions to obtain employment for themselves, family members, or close associates. Should a member desire to seek employment (with the IA&B), he or she must first resign the current position.
Members will annually disclose their involvement with other organizations, with vendors, or any other associations that might produce a conflict.
Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies:
Members' interaction with the CEO or with staff must recognize the lack of authority vested in individuals except when explicitly board-authorized.
Members' interactions with public, press or other entities must recognize the same limitations and inability of any board member to speak on behalf of the board or the organization except where authorized and fully prepared to communicate explicitly stated board positions. Members must defer to leadership in all other circumstances.
The board except to repeat explicitly stated board decisions.
Members will give no consequence or voice to individual judgments of CEO or staff performance.
Board members will respect confidentiality appropriate to issues of a sensitive nature.
We respect that board members may hold a wide range of personal beliefs, values and commitments. These beliefs, values and commitments are a conflict of interest if:
they prevent board members from carrying out their job responsibilities; or
board members attempt to use their position and the association's time for furthering them; or
board members attempt to convince other board members or staff of their personal beliefs after these individuals have asked them to stop.
It is the policy of the organization to provide an environment that is free of discrimination and unlawful harassment, including those based on an individual's sex, race, disability, ethnicity, age, religion or any other legally-protected characteristic, and will not be tolerated and should be reported immediately to the Chairman of the Board or the President.
In accordance with the bylaws, director may be removed from office or their position declared vacant if the director is:
absent without excuse from the Chairman for two (2) consecutive board of directors' meetings;
engaged in activity in direct conflict of interest to the Association;
convicted of a felony;
declared incompetent by order of a court of proper jurisdiction;
or for any other proper cause as determined by the Board.
This Code of Conduct requires Board Members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. This include the practice of honesty and integrity in fulfilling all responsibilities and compliance with all applicable laws and regulations. It is the responsibility of all Directors to report violations or suspected violations including any activity considered to be illegal, dishonest or in violation of the law or this Code.
No Director, who in good faith reports a violation shall suffer harassment, retaliation or adverse consequence. This whistleblower protection is intended to encourage and enable all representatives within the organization to raise serious concerns within the organization prior to seeking resolution outside the organization.
All questions, concerns, suggestions or complaints should be reported immediately to the Chairman of the Board or the President and CEO, who will work with the Governance Committee of the Board of Directors to address all reported concerns, complaints or allegations until the mater is resolved. The Chairman of the Board or the Governance Committee shall advise the Board of Directors of any compliance activity.
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the law or this Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense up to and including removal from the Board.
Violations or suspected violations may be submitted on a confidential basis or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
